0001808805-24-000005 | 10-K | XBRL Viewer | Nautilus Biotechnology INC

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Basic and Diluted Net Loss per Share - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic	$ (63,675)	$ (57,924)
Net loss attributable to common stockholders, diluted	$ (63,675)	$ (57,924)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	124,919,144	124,589,555
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	124,919,144	124,589,555
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.51)	$ (0.46)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.51)	$ (0.46)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022:


(in thousands)			Gross Unrealized						Reported as:
December 31, 2023	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	590		—		—		590		590		—		—
U.S. treasury securities	74,115		104		(247)		73,972		—		50,638		23,334
Total Level 1	74,705		104		(247)		74,562		590		50,638		23,334
Level 2
Commercial paper	18,653		—		(9)		18,644		18,644		—		—
Corporate debt securities	6,950		—		(37)		6,913		—		6,913		—
Agency securities	163,849		358		(424)		163,783		—		96,470		67,313
Total Level 2	189,452		358		(470)		189,340		18,644		103,383		67,313
Total Level 1 and Level 2	$	264,157	$	462	$	(717)	$	263,902	$	19,234	$	154,021	$	90,647


(in thousands)			Gross Unrealized						Reported as:
December 31, 2022	Amortized Cost		Gains		Losses		Fair Value		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 securities	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

Short-term investments have a contractual maturity date that is one year or less from the respective balance sheet date. Long-term investments have a contractual maturity date that is more than one year, but less than two years from the respective balance sheet date.

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of December 31, 2023 and December 31, 2022 are as follows:


(in thousands)	Securities in Unrealized Loss Position Less than 12 months				Securities in Unrealized Loss Position Greater than 12 months				Total
December 31, 2023	Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value
U.S. treasury securities	$	85	$	20,408	$	162	$	30,230	$	247	$	50,638
Commercial paper	9		18,644		—		—		9		18,644
Corporate debt securities	37		6,913		—		—		37		6,913
Agency securities	229		85,039		195		25,704		424		110,743
Total	$	360	$	131,004	$	357	$	55,934	$	717	$	186,938


(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 securities	670		50,531		113		8,887		783		59,418
Total	$	1,724	$	257,858	$	170	$	16,111	$	1,894	$	273,969

The Company reviewed its investment portfolio based on the underlying risk profile of the securities and has no loss expectation for these investments. The Company also reviewed the securities in an unrealized loss position and evaluated the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The Company recognized no credit losses during the years ended December 31, 2023 and 2022, and had no allowance for credit losses as of December 31, 2023.

- 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

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, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 12,137	$ 10,380
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	4,199	3,840
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 7,938	$ 6,540

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Commitments and Contingencies - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Fixed operating lease costs	$ 6,893	$ 4,751
Variable operating lease costs	2,432	1,655
Short-term lease costs	0	25
Total lease costs	$ 9,325	$ 6,431

Common Stock (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023	December 31, 2022
Shares available for grant under 2021 Equity Incentive Plan	20,279,560	17,298,043
Stock options issued and outstanding	14,676,335	11,485,443
Shares available for grant under 2021 Employee Stock Purchase Plan	3,505,138	2,388,735
Total shares of common stock reserved	38,461,033	31,172,221

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	San Jose, California

Common Stock - Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Stock options issued and outstanding (in shares)	14,676,335	11,485,443
Total shares of common stock reserved (in shares)	38,461,033	31,172,221
2021 Equity Incentive Plan
Class of Stock [Line Items]
Shares available for grant (in shares)	20,279,560	17,298,043
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares available for grant (in shares)	3,505,138	2,388,735

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Section 45
-Paragraph 3
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-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (SX 210.4-08(d))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

Composition of Certain Consolidated Financial Statement Line Items - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Employee compensation	$ 2,590	$ 1,669
Accrued research and development	731	970
Accrued professional and consulting fees	245	451
Other	379	438
Total	$ 3,945	$ 3,528

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2022	Dec. 31, 2021	Aug. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Open purchase commitment	$ 2,500
Open purchase commitment to be received through next 12 months	1,800
Term of contract					7 years
Total minimum lease payments	46,399				$ 4,500
Cash paid for lease liabilities included in operating activities	$ 6,200	$ 3,900
Weighted average remaining lease term	6 years 8 months 12 days
Weighted average discount rate	9.10%
Letters of credit			$ 100	$ 200		$ 600
San Carlos
Lessee, Lease, Description [Line Items]
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
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

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		124,303,083
Beginning balance at Dec. 31, 2021	$ 363,576	$ 12	$ 444,388	$ (184)	$ (80,640)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested stock options (in shares)		463,207
Issuance of common stock upon exercise of vested stock options	330		330
Issuance of common stock under employee stock purchase plan (in shares)		99,195
Issuance of common stock under employee stock purchase plan	232		232
Stock-based compensation expense	10,380		10,380
Other comprehensive (loss) income	(1,670)			(1,670)
Net loss	(57,924)				(57,924)
Ending balance (in shares) at Dec. 31, 2022		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]
Issuance of common stock upon exercise of vested stock options (in shares)	70,865	70,865
Issuance of common stock upon exercise of vested stock options	$ 104		104
Issuance of common stock under employee stock purchase plan (in shares)		132,251
Issuance of common stock under employee stock purchase plan	264	$ 1	263
Stock-based compensation expense	12,137		12,137
Other comprehensive (loss) income	1,599			1,599
Net loss	(63,675)				(63,675)
Ending balance (in shares) at Dec. 31, 2023		125,068,601
Ending balance at Dec. 31, 2023	$ 265,353	$ 13	$ 467,834	$ (255)	$ (202,239)

Equity Incentive Plans and Stock-based Compensation - Significant Assumptions (Details) - Options	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	102.70%	105.20%
Expected volatility, maximum	107.50%	110.40%
Expected dividend rate	0.00%	0.00%
Risk free interest rate, minimum	3.50%	1.70%
Risk free interest rate, maximum	4.80%	4.40%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 3 months 18 days	5 years 3 months 18 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 4 months 24 days	6 years 1 month 6 days

Equity Incentive Plans and Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Significant Assumptions

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


	Year Ended December 31, 2023	Year Ended December 31, 2022
Expected term (in years)	5.3 - 6.4	5.3 - 6.1
Expected volatility	102.7% - 107.5%	105.2% - 110.4%
Expected dividend rate	0.0%	0.0%
Risk free interest rate	3.5% - 4.8%	1.7% - 4.4%

Schedule of Stock Option Activity

The following table summarizes option award activity during the year ended December 31, 2023:


	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, 2022	11,485,443	$	4.12


Granted	4,009,775	$	2.42
Exercised	(70,865)	$	1.46
Forfeited	(748,018)	$	4.97
Outstanding as of December 31, 2023	14,676,335	$	3.63	7.8	$	11,451
Options vested and expected to vest as of December 31, 2023	14,676,335	$	3.63
Vested and exercisable at December 31, 2023	7,488,649	$	3.90	7.1	$	7,366

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, 2023		Year Ended December 31, 2022
Research and development	$	4,199	$	3,840
General and administrative	7,938		6,540
Total stock-based compensation expense	$	12,137	$	10,380

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (63,675)	$ (57,924)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	12,137	10,380
Amortization of operating lease right-of-use assets	3,856	2,199
Depreciation	1,849	1,217
Amortization (accretion) of premiums (discount) on securities, net	(2,659)	(890)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(821)	756
Accounts payable	393	(561)
Accrued expenses and other liabilities	417	409
Operating lease liabilities	(3,208)	(1,392)
Net cash used in operating activities	(51,711)	(45,806)
Cash flows from investing activities
Purchases of securities	(112,892)	(186,591)
Purchases of property and equipment	(2,442)	(2,324)
Proceeds from maturities of securities	71,599	163,175
Net cash used in investing activities	(43,735)	(25,740)
Cash flows from financing activities
Proceeds from exercise of stock options	104	330
Proceeds from issuance of common stock under employee stock purchase plan	264	232
Net cash provided by financing activities	368	562
Net decrease in cash, cash equivalents and restricted cash	(95,078)	(70,984)
Cash, cash equivalents and restricted cash at beginning of period	115,477	186,461
Cash, cash equivalents and restricted cash at end of period	20,399	115,477
Supplementary cash flow information on non-cash activities:
Right-of-use assets obtained in exchange for operating lease liability	7,623	1,688
Acquisitions of property and equipment included in accounts payable	$ 148	$ 174

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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	1,000,000,000
Common stock, shares issued (in shares)	125,068,601	124,865,485
Common stock, shares outstanding (in shares)	125,068,601	124,865,485

Basic and Diluted Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022:


(in thousands, except share and per share data)	Year Ended December 31, 2023		Year Ended December 31, 2022
Numerator:
Net loss attributable to common stockholders	$	(63,675)	$	(57,924)
Denominator:


Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	124,919,144		124,589,555
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.51)	$	(0.46)

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, 2023	Year Ended December 31, 2022
Options to purchase common stock	14,676,335	11,485,443
Employee stock purchase plan	141,720	63,246
Total potentially dilutive common share equivalents	14,818,055	11,548,689

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	Dec. 31, 2023
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 with corporate headquarters in Seattle, Washington and research and development headquarters 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, Nautilus Biotechnology, Inc. a Delaware corporation (f/k/a ARYA Sciences Acquisition Corp. III, a Cayman Islands exempted company and the Company’s predecessor company (“ARYA”)), consummated the 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”). 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, 2023 and 2022 and include the accounts of Nautilus Biotechnology, Inc. and its wholly-owned subsidiary, Nautilus Subsidiary, Inc. 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 in Note 6, “Income Taxes.” 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, 2023, the Company had an accumulated deficit of $202.2 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 $173.4 million as of December 31, 2023. As of the date on which these consolidated financial statements were 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 The COVID-19 pandemic has already had an adverse effect on the global economy. 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. The level and nature of the disruption caused by COVID-19 is unpredictable, may be cyclical and long-lasting, and may again in the future adversely affect the Company's operating results.

Equity Incentive Plans and Stock-based Compensation

12 Months Ended

Dec. 31, 2023

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, 2023, 20,279,560 and 3,505,138 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 June 1, 2022. For subsequent offering periods, the Company offers a six month purchase period. During the years ended December 31, 2023 and 2022, 132,251 and 99,195 shares of common stock, respectively, 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, non-employee 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”). Stock-based awards forfeited or cancelled from the 2017 Plan are returned to the pool of shares of Common Stock available for issuance under the 2021 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, 2023	Year Ended December 31, 2022
Expected term (in years)	5.3 - 6.4	5.3 - 6.1
Expected volatility	102.7% - 107.5%	105.2% - 110.4%
Expected dividend rate	0.0%	0.0%
Risk free interest rate	3.5% - 4.8%	1.7% - 4.4%

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.

The following table summarizes option award activity during the year ended December 31, 2023:


	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, 2022	11,485,443	$	4.12


Granted	4,009,775	$	2.42
Exercised	(70,865)	$	1.46
Forfeited	(748,018)	$	4.97
Outstanding as of December 31, 2023	14,676,335	$	3.63	7.8	$	11,451
Options vested and expected to vest as of December 31, 2023	14,676,335	$	3.63
Vested and exercisable at December 31, 2023	7,488,649	$	3.90	7.1	$	7,366

As of December 31, 2023, there was $19.1 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.1 years. The total intrinsic value of options exercised during the

years ended December 31, 2023 and 2022 was $0.1 million and $1.2 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 weighted-average grant-date fair value of options granted during the years ended December 31, 2023 and 2022 was $1.98 and $2.98 per share, respectively.

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, 2023		Year Ended December 31, 2022
Research and development	$	4,199	$	3,840
General and administrative	7,938		6,540
Total stock-based compensation expense	$	12,137	$	10,380

Description of Business and Basis of Presentation - Narrative (Details) - USD ($)		1 Months Ended
	Jun. 09, 2021	Jun. 30, 2021	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit			$ 202,239,000	$ 138,564,000
Proceeds from sale of stock and reverse recapitalization transaction		$ 345,500,000
Payments of transaction costs		$ 18,200,000
Cash, cash equivalents, and short-term investments			$ 173,400,000
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

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Composition of Certain Consolidated Financial Statement Line Items - Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 8,901	$ 6,663
Less: Accumulated depreciation	(4,634)	(2,963)
Total	4,267	3,700
Depreciation	1,849	1,217
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,337	4,892
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	118	13
Computer hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	222	166
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	324	25
Prototype equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	996	332
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 904	$ 1,235

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (63,675)	$ (57,924)

- 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

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023		Year Ended December 31, 2022
Fixed operating lease costs	$	6,893	$	4,751
Variable operating lease costs	2,432		1,655
Short-term lease costs	—		25
Total lease costs	$	9,325	$	6,431

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, 2023:


(in thousands)
Year Ended December 31,	Lease Obligations
2024	6,414
2025	7,186
2026	6,878
2027	6,893
2028 and thereafter	19,028
Total future minimum lease payments	46,399
Less: Imputed interest	(11,771)
Total operating lease liabilities	$	34,628

Composition of Certain Consolidated Financial Statement Line Items (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023		December 31, 2022
Laboratory equipment	$	6,337	$	4,892
Leasehold improvements	118		13
Computer hardware	222		166
Furniture, fixtures and office equipment	324		25
Prototype equipment	996		332
Construction in progress	904		1,235
	8,901		6,663
Less: Accumulated depreciation	(4,634)		(2,963)
Total	$	4,267	$	3,700

Accrued Expenses

Accrued expenses and other liabilities consisted of the following:


(in thousands)	December 31, 2023		December 31, 2022
Employee compensation	$	2,590	$	1,669
Accrued research and development	731		970
Accrued professional and consulting fees	245		451
Other	379		438
Total	3,945		3,528

Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	December 31, 2023		December 31, 2022
Employee compensation	$	2,590	$	1,669
Accrued research and development	731		970
Accrued professional and consulting fees	245		451
Other	379		438
Total	3,945		3,528

Cash, Cash Equivalents

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


(in thousands)	December 31, 2023	December 31, 2022
Cash and cash equivalents	19,397	114,523
Restricted cash included in other long-term assets (Note 8)	1,002	954
Total	20,399	115,477

Restricted Cash

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


(in thousands)	December 31, 2023	December 31, 2022
Cash and cash equivalents	19,397	114,523
Restricted cash included in other long-term assets (Note 8)	1,002	954
Total	20,399	115,477

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

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, 2023 as the Company had not yet received the related goods or services. As of December 31, 2023, the Company had open purchase commitments for goods and services of $2.5 million, of which $1.8 million 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 where the expense, distraction and/or the ultimate disposition could have a material adverse effect on the Company’s results of operations, financial condition or cash flows. The Company filed suit in the United States District Court for the Northern District of California against Somalogic (now known as Standard Biotools, Inc.), and the California Institute of Technology seeking declaratory judgment that the Company does not infringe any claims of the ‘793 Patent, allegedly licensed from the California Institute of Technology through Somalogic’s purchase of Palamedrix, Inc. While the Company believes that it will be able to prevail as to its claims in this litigation, the Company may incur significant expense and management distraction in prosecuting this litigation. Moreover, notwithstanding management’s belief as to the strength of our claims in this matter, litigation generally, and patent litigation in particular, can be unpredictable. As such, management cannot be certain that the Company will prevail in this litigation.

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 Lease

In July 2021, the Company entered into a 7-year non-cancellable operating lease, which commenced in August 2021, for office space in Seattle, Washington. Total non-cancellable payments under this lease aggregate $4.5 million through June 2028.

San Carlos Leases

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 2021, the Company entered into another lease in San Carlos, California for nine years commencing in March 2023. 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 utilized $2.0 million from the landlord with an interest rate of 7% to finance its tenant improvements. The principal and interest payments are included in the payments used to measure the lease liability.

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, 2023		Year Ended December 31, 2022
Fixed operating lease costs	$	6,893	$	4,751
Variable operating lease costs	2,432		1,655
Short-term lease costs	—		25
Total lease costs	$	9,325	$	6,431

For the years ended December 31, 2023 and 2022, cash paid for amounts included in the measurement of operating lease liabilities included in cash flows used in operating activities was $6.2 million and $3.9 million, respectively.

As of December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate for operating leases was 6.7 years and 9.1%, respectively.

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2023:


(in thousands)
Year Ended December 31,	Lease Obligations
2024	6,414
2025	7,186
2026	6,878
2027	6,893
2028 and thereafter	19,028
Total future minimum lease payments	46,399
Less: Imputed interest	(11,771)
Total operating lease liabilities	$	34,628

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 issued a cash-collateralized letter of credit in lieu of security deposit of $0.2 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.

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Tax liability	$ 0	$ 0
Income tax expense	0	0
Increase in valuation allowance	17,000,000	17,100,000
Capitalized research and development	16,502,000	7,607,000
Valuation allowance	58,215,000	41,205,000
Unrecognized tax benefits	2,365,000	$ 1,544,000	$ 837,000
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	70,600,000
Domestic Tax Authority \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, amount	6,800,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	95,500,000
State and Local Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, amount	$ 4,700,000

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (63,675)	$ (57,924)
Other comprehensive income (loss):
Unrealized gain (loss) on securities available-for-sale	1,599	(1,670)
Total other comprehensive income (loss)	1,599	(1,670)
Comprehensive loss	$ (62,076)	$ (59,594)

- Definition

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

+ References

+ Details

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Research and development	$ 47,251	$ 37,672
General and administrative	28,901	25,946
Total operating expenses	76,152	63,618
Other income (expense):
Interest income	12,550	5,816
Other expense	(73)	(122)
Total other income	12,477	5,694
Net loss	$ (63,675)	$ (57,924)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.51)	$ (0.46)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.51)	$ (0.46)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	124,919,144	124,589,555
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	124,919,144	124,589,555

Basic and Diluted Net Loss per Share - Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	14,818,055	11,548,689
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	14,676,335	11,485,443
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	141,720	63,246

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 19,397	$ 114,523
Short-term investments	154,021	69,948
Prepaid expenses and other current assets	3,419	2,738
Total current assets	176,837	187,209
Property and equipment, net	4,267	3,700
Operating lease right-of-use assets	32,634	28,866
Long-term investments	90,647	129,169
Other long-term assets	1,180	1,108
Total assets	305,565	350,052
Current liabilities:
Accounts payable	1,639	1,272
Accrued expenses and other liabilities	3,945	3,528
Current portion of operating lease liability	3,538	1,991
Total current liabilities	9,122	6,791
Operating lease liability, net of current portion	31,090	28,337
Total liabilities	40,212	35,128
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 200,000,000 authorized as of December 31, 2023 and December 31, 2022, respectively; 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	0	0
Common stock, $0.0001 par value, 1,000,000,000 shares authorized as of December 31, 2023 and 2022, respectively; 125,068,601 and 124,865,485 shares issued and outstanding as of December 31, 2023 and 2022, respectively	13	12
Additional paid-in capital	467,834	455,330
Accumulated other comprehensive loss	(255)	(1,854)
Accumulated deficit	(202,239)	(138,564)
Total stockholders’ equity	265,353	314,924
Total liabilities and stockholders’ equity	$ 305,565	$ 350,052

Common Stock

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Common Stock

There were 125,068,601 shares issued and outstanding as of December 31, 2023.

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, 2023	December 31, 2022
Shares available for grant under 2021 Equity Incentive Plan	20,279,560	17,298,043
Stock options issued and outstanding	14,676,335	11,485,443
Shares available for grant under 2021 Employee Stock Purchase Plan	3,505,138	2,388,735
Total shares of common stock reserved	38,461,033	31,172,221

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023		December 31, 2022
Laboratory equipment	$	6,337	$	4,892
Leasehold improvements	118		13
Computer hardware	222		166
Furniture, fixtures and office equipment	324		25
Prototype equipment	996		332
Construction in progress	904		1,235
	8,901		6,663
Less: Accumulated depreciation	(4,634)		(2,963)
Total	$	4,267	$	3,700

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Feb. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 219
Entity Common Stock, Shares Outstanding		125,098,080
Documents Incorporated by Reference	None.
Entity Central Index Key	0001808805
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Depreciation and amortization	$ 6,508	$ 11,142
Capitalized research and development	16,502	7,607
Loss carryforwards	21,617	12,402
Lease liabilities	9,213	8,005
Tax credit carryforwards	8,438	5,408
Equity-based compensation	4,196	4,015
Other accruals and reserves	424	246
Total deferred tax assets	66,898	48,825
Valuation allowance for deferred tax assets	(58,215)	(41,205)
Total deferred tax assets, net of valuation allowance	8,683	7,620
Deferred tax liability
Right-of-use assets	(8,683)	(7,620)
Net deferred tax assets (liability)	$ 0	$ 0

Significant Accounting Policies (Details)	12 Months Ended
Significant Accounting Policies (Details)	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Number of operating segments \| Segment	1
Number of reportable segments \| Segment	1
Credit losses on investments	$ 0	$ 0
Allowance for credit losses	0	0
Impairment of long-lived assets	$ 0	$ 0

Common Stock - Narrative (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Common stock, shares outstanding (in shares)	125,068,601	124,865,485
Common stock, shares issued (in shares)	125,068,601	124,865,485

Equity Incentive Plans and Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 19.1
Unrecognized compensation expense, period for recognition	2 years 1 month 6 days
Intrinsic value of options exercised	$ 0.1	$ 1.2
Weighted average grant date fair value (in dollars per share)	$ 1.98	$ 2.98
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for grant (in shares)	20,279,560	17,298,043
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)	3,505,138	2,388,735
Additional shares authorized (in shares)	3,734,500
Percentage of outstanding stock maximum	1.00%
Offering purchase period	6 months
Common stock purchased (in shares)	132,251	99,195
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%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate	0.00%	0.00%

Fair Value Measurements - Narrative (Details) - USD ($)	12 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Credit losses on investments	$ 0	$ 0
Allowance for credit losses	$ 0	$ 0

Equity Incentive Plans and Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Number of Stock Option Awards
Outstanding, beginning balance (in shares) \| shares	11,485,443
Granted (in shares) \| shares	4,009,775
Exercised (in shares) \| shares	(70,865)
Forfeited (in shares) \| shares	(748,018)
Outstanding, ending balance (in shares) \| shares	14,676,335
Options vested and expected to vest (in shares) \| shares	14,676,335
Vested and exercisable (in shares) \| shares	7,488,649
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 4.12
Granted (in dollars per share) \| $ / shares	2.42
Exercised (in dollars per share) \| $ / shares	1.46
Forfeited (in dollars per share) \| $ / shares	4.97
Outstanding, ending balance (in dollars per share) \| $ / shares	3.63
Options vested and expected to vest (in dollars per share) \| $ / shares	3.63
Vested and exercisable (in dollars per share) \| $ / shares	$ 3.90
Options outstanding, weighted average remaining contractual life	7 years 9 months 18 days
Vested and exercisable, weighted average remaining contractual life	7 years 1 month 6 days
Options outstanding, aggregate intrinsic value \| $	$ 11,451
Vested and exercisable, aggregate intrinsic value \| $	$ 7,366

Basic and Diluted Net Loss per Share

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022:


(in thousands, except share and per share data)	Year Ended December 31, 2023		Year Ended December 31, 2022
Numerator:
Net loss attributable to common stockholders	$	(63,675)	$	(57,924)
Denominator:


Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	124,919,144		124,589,555
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.51)	$	(0.46)


	Year Ended December 31, 2023	Year Ended December 31, 2022
Options to purchase common stock	14,676,335	11,485,443
Employee stock purchase plan	141,720	63,246
Total potentially dilutive common share equivalents	14,818,055	11,548,689

Significant Accounting Policies - Useful Lives (Details)	Dec. 31, 2023
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

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The Company is liable for income taxes in the United States. For the years ended December 31, 2023 and 2022, 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, 2023		Year Ended December 31, 2022
Federal income tax at statutory rate	$	(13,372)	$	(12,164)
State income tax, net of federal benefit	(4,027)		(3,126)
Equity-based Compensation	2,423		290

Tax credits generated in current year	(2,075)		(2,607)
Valuation allowance change	17,011		17,127
Other	40		480
Total	$	—	$	—

As of December 31, 2023, 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 $70.6 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 $95.5 million that will begin to expire in 2037.

As of December 31, 2023, the Company had research and development tax credit carryover of $6.8 million and $4.7 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 $17.0 million during the year ended December 31, 2023. 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, 2023		December 31, 2022
Deferred tax assets
Depreciation and amortization	$	6,508	$	11,142
Capitalized research and development	16,502		7,607
Loss carryforwards	21,617		12,402
Lease liabilities	9,213		8,005
Tax credit carryforwards	8,438		5,408
Equity-based compensation	4,196		4,015
Other accruals and reserves	424		246
Total deferred tax assets	66,898		48,825
Valuation allowance for deferred tax assets	(58,215)		(41,205)
Total deferred tax assets, net of valuation allowance	$	8,683	$	7,620

Deferred tax liability
Right-of-use assets	(8,683)		(7,620)
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 $16.5 million as of December 31, 2023.

A valuation allowance of $58.2 million and $41.2 million at December 31, 2023 and 2022, 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 $17.0 million in 2023 and increased by $17.1 million in 2022, which was primarily due to changes in our deferred tax asset balances. The increases in the valuation allowance in 2023 and 2022 was primarily due to the net operating loss and tax credit generation, capitalized research and development expense and share-based compensation.

The Company had an unrecognized tax benefit balance of $2.4 million and $1.5 million related to research and development credits and California net operating loss carryforward as of December 31, 2023 and 2022, respectively. No amount of unrecognized tax benefits as of December 31, 2023, 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, 2023		December 31, 2022
Beginning balance	$	1,544	$	837
Increase based on current year tax positions	812		616
Increase for prior year tax positions	9		91

Ending balance	$	2,365	$	1,544

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023		Year Ended December 31, 2022
Federal income tax at statutory rate	$	(13,372)	$	(12,164)
State income tax, net of federal benefit	(4,027)		(3,126)
Equity-based Compensation	2,423		290

Tax credits generated in current year	(2,075)		(2,607)
Valuation allowance change	17,011		17,127
Other	40		480
Total	$	—	$	—

Schedule of Deferred Tax Assets and Liabilities

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


(in thousands)	December 31, 2023		December 31, 2022
Deferred tax assets
Depreciation and amortization	$	6,508	$	11,142
Capitalized research and development	16,502		7,607
Loss carryforwards	21,617		12,402
Lease liabilities	9,213		8,005
Tax credit carryforwards	8,438		5,408
Equity-based compensation	4,196		4,015
Other accruals and reserves	424		246
Total deferred tax assets	66,898		48,825
Valuation allowance for deferred tax assets	(58,215)		(41,205)
Total deferred tax assets, net of valuation allowance	$	8,683	$	7,620

Deferred tax liability
Right-of-use assets	(8,683)		(7,620)
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, 2023		December 31, 2022
Beginning balance	$	1,544	$	837
Increase based on current year tax positions	812		616
Increase for prior year tax positions	9		91

Ending balance	$	2,365	$	1,544

Composition of Certain Consolidated Financial Statement Line Items - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 19,397	$ 114,523
Restricted cash included in other long-term assets (Note 8)	1,002	954
Total	$ 20,399	$ 115,477	$ 186,461

Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 1,544	$ 837
Increase based on current year tax positions	812	616
Increase for prior year tax positions	9	91
Ending balance	$ 2,365	$ 1,544

Composition of Certain Consolidated Financial Statement Line Items - Other Long-term Assets (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash	$ 1.0	$ 0.9
Deposits	$ 0.2	$ 0.2

Composition of Certain Consolidated Financial Statement Line Items

12 Months Ended

Dec. 31, 2023

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, 2023		December 31, 2022
Laboratory equipment	$	6,337	$	4,892
Leasehold improvements	118		13
Computer hardware	222		166
Furniture, fixtures and office equipment	324		25
Prototype equipment	996		332
Construction in progress	904		1,235
	8,901		6,663
Less: Accumulated depreciation	(4,634)		(2,963)
Total	$	4,267	$	3,700

The Company recorded $1.8 million and $1.2 million of depreciation expense for the years ended December 31, 2023 and 2022, respectively, which was primarily allocated to research and development expense.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	December 31, 2023		December 31, 2022
Employee compensation	$	2,590	$	1,669
Accrued research and development	731		970
Accrued professional and consulting fees	245		451
Other	379		438
Total	3,945		3,528

Cash, Cash Equivalents and Restricted Cash

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


(in thousands)	December 31, 2023	December 31, 2022
Cash and cash equivalents	19,397	114,523
Restricted cash included in other long-term assets (Note 8)	1,002	954
Total	20,399	115,477

Other long-term assets consisted of $1.0 million of restricted cash and $0.2 million of deposits as of December 31, 2023, and $0.9 million of restricted cash and $0.2 million of deposits as of December 31, 2022.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 and include the accounts of Nautilus Biotechnology, Inc. and its wholly-owned subsidiary, Nautilus Subsidiary, Inc. 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 in Note 6, “Income Taxes.”

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, 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 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 negative global and national

events 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 maker (“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.

If the estimated fair value of a marketable debt security is below its amortized cost basis, the Company evaluates whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery in market value and whether credit losses exist for the related securities. Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment to earnings. Unrealized gains and losses that are unrelated to credit deterioration are reported in accumulated other comprehensive income (loss). No credit-related losses or allowance for credit losses 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.

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

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, bonuses, stock-based compensation, and employee benefits for product development personnel, laboratory supplies and equipment, depreciation and amortization, external costs of vendors engaged to conduct research and development activities, and allocated expenses for technology and facilities.

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.

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 NASDAQ closing price of the Company’s 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, 2023 and 2022, unrealized gains and losses on marketable debt securities were included as a component of comprehensive income (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, stock options and shares to be purchased from the Employee Stock Purchase Plan are considered to be potentially dilutive securities. The net loss is attributed entirely to the Company’s 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 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.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which amends existing guidance on segment reporting to improve reportable

segment disclosure requirements through enhanced disclosures about significant segment expenses. The ASU is effective for the Company for the fiscal year ending December 31, 2024 and for interim periods beginning after December 31, 2024. The Company is in the process of evaluating the impact of the adoption of this Accounting Standards Update on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to enhance the transparency and decision usefulness of income tax disclosures. The ASU is effective for the Company for the fiscal year ending December 31, 2025. The Company is in the process of evaluating the impact of the adoption of this Accounting Standards Update on its consolidated financial statements and related disclosures. The Company does not anticipate adoption to have a material impact on its consolidated financial statements and related disclosures.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022:


(in thousands)			Gross Unrealized						Reported as:
December 31, 2023	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	590		—		—		590		590		—		—
U.S. treasury securities	74,115		104		(247)		73,972		—		50,638		23,334
Total Level 1	74,705		104		(247)		74,562		590		50,638		23,334
Level 2
Commercial paper	18,653		—		(9)		18,644		18,644		—		—
Corporate debt securities	6,950		—		(37)		6,913		—		6,913		—
Agency securities	163,849		358		(424)		163,783		—		96,470		67,313
Total Level 2	189,452		358		(470)		189,340		18,644		103,383		67,313
Total Level 1 and Level 2	$	264,157	$	462	$	(717)	$	263,902	$	19,234	$	154,021	$	90,647


(in thousands)			Gross Unrealized						Reported as:
December 31, 2022	Amortized Cost		Gains		Losses		Fair Value		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 securities	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

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, 2023	Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value
U.S. treasury securities	$	85	$	20,408	$	162	$	30,230	$	247	$	50,638
Commercial paper	9		18,644		—		—		9		18,644
Corporate debt securities	37		6,913		—		—		37		6,913
Agency securities	229		85,039		195		25,704		424		110,743
Total	$	360	$	131,004	$	357	$	55,934	$	717	$	186,938


(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 securities	670		50,531		113		8,887		783		59,418
Total	$	1,724	$	257,858	$	170	$	16,111	$	1,894	$	273,969

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Income Taxes - Income Tax Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal income tax at statutory rate	$ (13,372,000)	$ (12,164,000)
State income tax, net of federal benefit	(4,027,000)	(3,126,000)
Equity-based compensation	2,423,000	290,000
Tax credits generated in current year	(2,075,000)	(2,607,000)
Valuation allowance change	17,011,000	17,127,000
Other	40,000	480,000
Total	$ 0	$ 0

- Definition

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

+ References + Details

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

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

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

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

Accounting Pronouncements

Recently Adopted Accounting Standards

Recently Issued Accounting Pronouncements

Commitments and Contingencies - Future Contractual Obligations for Operating Lease Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Aug. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
2024	$ 6,414
2025	7,186
2026	6,878
2027	6,893
2028 and thereafter	19,028
Total future minimum lease payments	46,399	$ 4,500
Less: Imputed interest	(11,771)
Total operating lease liabilities	$ 34,628

Fair Value Measurements - Unrealized Losses and Fair Values of Available-for-Sale Securities in an Unrealized Loss Position (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	$ 360	$ 1,724
Securities in Unrealized Loss Position Greater than 12 months	357	170
Total	717	1,894
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	131,004	257,858
Securities in Unrealized Loss Position Greater than 12 months	55,934	16,111
Total	186,938	273,969
U.S. treasury securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	85	774
Securities in Unrealized Loss Position Greater than 12 months	162	0
Total	247	774
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	20,408	49,114
Securities in Unrealized Loss Position Greater than 12 months	30,230	0
Total	50,638	49,114
Commercial paper
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	9	266
Securities in Unrealized Loss Position Greater than 12 months	0	0
Total	9	266
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	18,644	151,354
Securities in Unrealized Loss Position Greater than 12 months	0	0
Total	18,644	151,354
Corporate debt securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	37	14
Securities in Unrealized Loss Position Greater than 12 months	0	57
Total	37	71
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	6,913	6,859
Securities in Unrealized Loss Position Greater than 12 months	0	7,224
Total	6,913	14,083
Agency securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	229	670
Securities in Unrealized Loss Position Greater than 12 months	195	113
Total	424	783
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	85,039	50,531
Securities in Unrealized Loss Position Greater than 12 months	25,704	8,887
Total	$ 110,743	$ 59,418

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair Value Measurements - Assets Carried at Fair Value and Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	$ 264,157	$ 315,494
Gross Unrealized Gains	462	40
Gross Unrealized Losses	(717)	(1,894)
Fair Value	263,902	313,640
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	19,234	114,523
Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	154,021	69,948
Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	90,647	129,169
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	74,705	53,807
Gross Unrealized Gains	104	4
Gross Unrealized Losses	(247)	(774)
Fair Value	74,562	53,037
Level 1 \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	590	1,121
Level 1 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	50,638	2,873
Level 1 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	23,334	49,043
Level 1 \| Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	590	1,121
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	590	1,121
Level 1 \| Mutual funds \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	590	1,121
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	74,115	52,686
Gross Unrealized Gains	104	4
Gross Unrealized Losses	(247)	(774)
Fair Value	73,972	51,916
Level 1 \| U.S. treasury securities \| 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	50,638	2,873
Level 1 \| U.S. treasury securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	23,334	49,043
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	189,452	261,687
Gross Unrealized Gains	358	36
Gross Unrealized Losses	(470)	(1,120)
Fair Value	189,340	260,603
Level 2 \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	18,644	113,402
Level 2 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	103,383	67,075
Level 2 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	67,313	80,126
Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	18,653	156,419
Gross Unrealized Gains	0	3
Gross Unrealized Losses	(9)	(266)
Fair Value	18,644	156,156
Level 2 \| Commercial paper \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	18,644	113,402
Level 2 \| Commercial paper \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	42,754
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	6,950	14,154
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(37)	(71)
Fair Value	6,913	14,083
Level 2 \| Corporate debt securities \| 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	6,913	7,224
Level 2 \| Corporate debt securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	6,859
Level 2 \| Agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	163,849	91,114
Gross Unrealized Gains	358	33
Gross Unrealized Losses	(424)	(783)
Fair Value	163,783	90,364
Level 2 \| Agency securities \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 2 \| Agency securities \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	96,470	17,097
Level 2 \| Agency securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 67,313	$ 73,267