0001808805-24-000058 | 10-Q | XBRL Viewer | Nautilus Biotechnology INC

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Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2024
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation, research and development accruals, loss contingency 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 condensed 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). 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. Leases The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time. These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. If it is considered a finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s condensed consolidated statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. Comprehensive Loss Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity that, under U.S. GAAP are excluded from net loss. For the three and six months ended June 30, 2024 and 2023, net unrealized gains and losses on marketable debt securities were included as a component of comprehensive income (loss). Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recently 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.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
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

Equity Incentive Plans and Stock-based Compensation - Stock-Based Compensation Expense (Details) - Options - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,279	$ 3,098	$ 6,393	$ 5,958
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,146	1,048	2,242	2,023
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,133	$ 2,050	$ 4,151	$ 3,935

- 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

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 24,885	$ 19,397
Short-term investments	142,558	154,021
Prepaid expenses and other current assets	3,490	3,419
Total current assets	170,933	176,837
Property and equipment, net	4,694	4,267
Operating lease right-of-use assets	30,474	32,634
Long-term investments	65,466	90,647
Other long-term assets	1,180	1,180
Total assets	272,747	305,565
Current liabilities:
Accounts payable	1,627	1,639
Accrued expenses and other liabilities	3,239	3,945
Current portion of operating lease liabilities	3,815	3,538
Total current liabilities	8,681	9,122
Operating lease liabilities, net of current portion	28,787	31,090
Total liabilities	37,468	40,212
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.0001 par value, 200,000,000 authorized as of June 30, 2024 and December 31, 2023; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value, 1,000,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 125,406,748 and 125,068,601 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	13	13
Additional paid-in capital	474,791	467,834
Accumulated other comprehensive income (loss)	(546)	(255)
Accumulated deficit	(238,979)	(202,239)
Total stockholders’ equity	235,279	265,353
Total liabilities and stockholders' equity	$ 272,747	$ 305,565

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30, 2024 and December 31, 2023:


(in thousands)			Gross Unrealized						Reported as:
June 30, 2024	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	1,260	$	—	$	—	$	1,260	$	1,260	$	—	$	—
U.S. treasury securities	57,124		17		(129)		57,012		2,996		35,458		18,558
Total Level 1	58,384		17		(129)		58,272		4,256		35,458		18,558
Level 2
Commercial paper	20,457		—		(11)		20,446		20,446		—		—
Corporate debt securities	4,984		—		(24)		4,960		—		4,960		—
Agency securities	149,447		18		(417)		149,048		—		102,140		46,908
Total Level 2	174,888		18		(452)		174,454		20,446		107,100		46,908
Total Level 1 and Level 2	$	233,272	$	35	$	(581)	$	232,726	$	24,702	$	142,558	$	65,466


(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

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

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 June 30, 2024 and December 31, 2023 are as follows:


(in thousands)	Securities in Unrealized Loss Position Less than 12 months				Securities in Unrealized Loss Position Greater than 12 months				Total
June 30, 2024	Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value

U.S. treasury securities	$	67	$	26,444	$	62	$	22,754	$	129	$	49,198
Commercial paper	11		20,447		—		—		11		20,447
Corporate debt securities	—		—		24		4,959		24		4,959
Agency securities	163		53,020		254		85,593		417		138,613
Total	$	241	$	99,911	$	340	$	113,306	$	581	$	213,217


(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

- 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).

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-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table details the assets carried at fair value and measured on a recurring basis within the three levels of fair value as of June 30, 2024 and December 31, 2023:


(in thousands)			Gross Unrealized						Reported as:
June 30, 2024	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	1,260	$	—	$	—	$	1,260	$	1,260	$	—	$	—
U.S. treasury securities	57,124		17		(129)		57,012		2,996		35,458		18,558
Total Level 1	58,384		17		(129)		58,272		4,256		35,458		18,558
Level 2
Commercial paper	20,457		—		(11)		20,446		20,446		—		—
Corporate debt securities	4,984		—		(24)		4,960		—		4,960		—
Agency securities	149,447		18		(417)		149,048		—		102,140		46,908
Total Level 2	174,888		18		(452)		174,454		20,446		107,100		46,908
Total Level 1 and Level 2	$	233,272	$	35	$	(581)	$	232,726	$	24,702	$	142,558	$	65,466


(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

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.


(in thousands)	Securities in Unrealized Loss Position Less than 12 months				Securities in Unrealized Loss Position Greater than 12 months				Total
June 30, 2024	Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value

U.S. treasury securities	$	67	$	26,444	$	62	$	22,754	$	129	$	49,198
Commercial paper	11		20,447		—		—		11		20,447
Corporate debt securities	—		—		24		4,959		24		4,959
Agency securities	163		53,020		254		85,593		417		138,613
Total	$	241	$	99,911	$	340	$	113,306	$	581	$	213,217


(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

The Company reviewed its investment portfolio based on the underlying risk profile of the securities and have a no loss expectation for these investments. The Company 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 three and six months ended June 30, 2024 and 2023, and had no allowance for credit losses as of June 30, 2024 and 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Common Stock (Tables)

6 Months Ended

Jun. 30, 2024

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:


	June 30, 2024	December 31, 2023
Shares available for grant under 2021 Equity Incentive Plan	23,449,238	20,279,560
Stock options issued and outstanding	17,545,835	14,676,335
Shares available for grant under 2021 Employee Stock Purchase Plan	4,631,929	3,505,138
Total shares of common stock reserved	45,627,002	38,461,033

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (36,740)	$ (30,773)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	6,393	5,958
Amortization of operating lease right-of-use assets	2,160	1,806
Depreciation	1,028	826
Amortization (accretion) of premium (discount) on securities, net	(1,453)	(1,412)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(71)	(787)
Accounts payable	(308)	(199)
Accrued expenses and other liabilities	(706)	(117)
Operating lease liabilities	(2,026)	(1,375)
Net cash used in operating activities	(31,723)	(26,073)
Cash flows from investing activities
Proceeds from maturities of securities	53,500	32,249
Purchases of securities	(15,694)	(46,844)
Purchases of property and equipment	(1,159)	(1,155)
Net cash provided by (used in) investing activities	36,647	(15,750)
Cash flows from financing activities
Proceeds from exercise of stock options	275	7
Proceeds from issuance of common stock under employee stock purchase plan	289	92
Net cash provided by financing activities	564	99
Net increase (decrease) in cash, cash equivalents and restricted cash	5,488	(41,724)
Cash, cash equivalents and restricted cash at beginning of period	20,399	115,477
Cash, cash equivalents and restricted cash at end of period	25,887	73,753
Supplementary cash flow information on non-cash activities:
Acquisitions of property and equipment included in accounts payable	444	323
Right-of-use asset obtained in exchange for operating lease liability	$ 0	$ 7,623

Common Stock

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Common Stock

There were 125,406,748 shares issued and outstanding as of June 30, 2024.

Common Stock Reserved for Future Issuance

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


	June 30, 2024	December 31, 2023
Shares available for grant under 2021 Equity Incentive Plan	23,449,238	20,279,560
Stock options issued and outstanding	17,545,835	14,676,335
Shares available for grant under 2021 Employee Stock Purchase Plan	4,631,929	3,505,138
Total shares of common stock reserved	45,627,002	38,461,033

- 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
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Equity Incentive Plans and Stock-based Compensation

6 Months Ended

Jun. 30, 2024

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 June 30, 2024, 23,449,238 and 4,631,929 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 the 2021 ESPP) 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. The Company offers a six month 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 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. On January 1, 2024, the number of shares available under the 2021 ESPP increased by 1,250,686 shares pursuant to this feature.

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 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. On January 1, 2024, the number of shares available under the 2021 Plan increased by 6,253,430 shares pursuant to this feature.

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:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Expected term (in years)	5.3 - 6.0		5.3 - 6.1		5.3 - 6.0		5.3 - 6.4
Expected volatility	99.7% - 101.1%		103.1% - 106.5%		99.7% - 101.1%		102.7% - 107.5%
Expected dividend rate	0.0	%	0.0	%	0.0	%	0.0	%
Risk free interest rate	4.17% - 4.60%		3.58% - 3.87%		4.01% - 4.60%		3.50% - 4.08%

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 six months ended June 30, 2024:


	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, 2023	14,676,335	$	3.63
Granted	3,423,900	$	2.65
Exercised	(214,252)	$	1.28
Forfeited	(340,148)	$	3.40
Outstanding as of June 30, 2024	17,545,835	$	3.47	7.8	$	6,304
Options vested and expected to vest as of June 30, 2024	17,545,835	$	3.47
Vested and exercisable at June 30, 2024	9,482,993	$	3.83	6.9	$	5,446

As of June 30, 2024, there was $19.4 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.3 years. Aggregate intrinsic value represents the difference between the fair market value of the common stock and the exercise price of outstanding, in-the-money options.

Stock-based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	1,146	$	1,048	$	2,242	$	2,023
General and administrative	2,133		2,050		4,151		3,935
Total stock-based compensation expense	$	3,279	$	3,098	$	6,393	$	5,958

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 25, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		125,411,248
Entity Central Index Key	0001808805
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (18,010)	$ (15,808)	$ (36,740)	$ (30,773)
Other comprehensive income (loss):
Unrealized gain (loss) on securities available-for-sale	199	(1,430)	(291)	(535)
Total other comprehensive income (loss)	199	(1,430)	(291)	(535)
Comprehensive loss	$ (17,811)	$ (17,238)	$ (37,031)	$ (31,308)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- 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

Description of Business and Basis of Presentation (Details) - USD ($)		1 Months Ended
	Jun. 09, 2021	Jun. 30, 2021	Jun. 30, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit			$ 238,979,000	$ 202,239,000
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			$ 167,400,000
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

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods. The interim financial results are not necessarily indicative of the results for a full year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 on file with the SEC. The Company’s reporting currency is the U.S. dollar.
Use of Estimates	The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation, research and development accruals, loss contingency 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 condensed 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).
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.
Leases	The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time. These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. If it is considered a finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s condensed consolidated statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.
Comprehensive Loss	Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity that, under U.S. GAAP are excluded from net loss. For the three and six months ended June 30, 2024 and 2023, net unrealized gains and losses on marketable debt securities were included as a component of comprehensive income (loss).
Accounting Pronouncements	The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recently 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 - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Credit losses during period	$ 0	$ 0	$ 0	$ 0
Allowance for credit losses	$ 0		$ 0		$ 0

Significant Accounting Policies (Details)	3 Months Ended		6 Months Ended
Significant Accounting Policies (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Credit losses during period \| $	$ 0	$ 0	$ 0	$ 0
Allowance for credit losses \| $	$ 0		$ 0		$ 0

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

- Definition

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

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Equity Incentive Plans and Stock-based Compensation - Significant Assumptions (Details) - Options	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	99.70%	103.10%	99.70%	102.70%
Expected volatility, maximum	101.10%	106.50%	101.10%	107.50%
Expected dividend rate	0.00%	0.00%	0.00%	0.00%
Risk free interest rate, minimum	4.17%	3.58%	4.01%	3.50%
Risk free interest rate, maximum	4.60%	3.87%	4.60%	4.08%
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	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	6 years 1 month 6 days	6 years	6 years 4 months 24 days

Composition of Certain Condensed Consolidated Financial Statement Line Items - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Employee compensation	$ 2,071	$ 2,590
Accrued research and development	342	731
Accrued professional and consulting fees	522	245
Other	304	379
Total	$ 3,239	$ 3,945

Basic and Diluted Net Loss per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Basic and Diluted Net Loss per Share

The following tables set forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2024		2023		2024		2023
Numerator:
Net loss attributable to common stockholders	$	(18,010)	$	(15,808)	$	(36,740)	$	(30,773)
Denominator:

Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	125,317,650		124,603,181		125,226,552		124,601,762
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.14)	$	(0.13)	$	(0.29)	$	(0.25)

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


	Three and Six Months Ended June 30,
	2024	2023
Options to purchase common stock	17,545,835	14,699,055
Employee stock purchase plan	139,861	78,003
Total potentially dilutive common share equivalents	17,685,696	14,777,058

Equity Incentive Plans and Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Significant Assumptions

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Expected term (in years)	5.3 - 6.0		5.3 - 6.1		5.3 - 6.0		5.3 - 6.4
Expected volatility	99.7% - 101.1%		103.1% - 106.5%		99.7% - 101.1%		102.7% - 107.5%
Expected dividend rate	0.0	%	0.0	%	0.0	%	0.0	%
Risk free interest rate	4.17% - 4.60%		3.58% - 3.87%		4.01% - 4.60%		3.50% - 4.08%

Schedule of Option Award Activity

The following table summarizes option award activity during the six months ended June 30, 2024:


	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, 2023	14,676,335	$	3.63
Granted	3,423,900	$	2.65
Exercised	(214,252)	$	1.28
Forfeited	(340,148)	$	3.40
Outstanding as of June 30, 2024	17,545,835	$	3.47	7.8	$	6,304
Options vested and expected to vest as of June 30, 2024	17,545,835	$	3.47
Vested and exercisable at June 30, 2024	9,482,993	$	3.83	6.9	$	5,446

Schedule of Stock-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	1,146	$	1,048	$	2,242	$	2,023
General and administrative	2,133		2,050		4,151		3,935
Total stock-based compensation expense	$	3,279	$	3,098	$	6,393	$	5,958

Basic and Diluted Net Loss per Share - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic	$ (18,010)	$ (15,808)	$ (36,740)	$ (30,773)
Net loss attributable to common stockholders, diluted	$ (18,010)	$ (15,808)	$ (36,740)	$ (30,773)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	125,317,650	124,603,181	125,226,552	124,601,762
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	125,317,650	124,603,181	125,226,552	124,601,762
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.14)	$ (0.13)	$ (0.29)	$ (0.25)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.14)	$ (0.13)	$ (0.29)	$ (0.25)

- Definition

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

+ References

+ Details

- 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.

+ References

+ Details

- Definition

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

+ References

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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

Commitment and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Summary of Future Principal Contractual Obligations for Operating Lease Commitments

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2024:


	Lease Obligations
(in thousands)
Six months ending December 31, 2024	$	2,931
2025	7,182
2026	6,874
2027	6,889
2028	5,816
2029 and thereafter	13,207
Total future minimum lease payments	42,899
Less: Imputed interest	(10,297)
Total operating lease liabilities	$	32,602

Equity Incentive Plans and Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jan. 01, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 19.4		$ 19.4
Unrecognized compensation expense, period for recognition			2 years 3 months 18 days
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under equity plan (in shares)	23,449,238		23,449,238			20,279,560
Number of additional shares authorized (in shares)			18,672,200
Percentage of outstanding stock maximum			5.00%
Increase in shares available for grant under equity plan (in shares)					6,253,430
Award expiration period			10 years
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under equity plan (in shares)	4,631,929		4,631,929			3,505,138
Offering purchase period			6 months
Number of additional shares authorized (in shares)			3,734,500
Percentage of outstanding stock maximum			1.00%
Increase in shares available for grant under equity plan (in shares)					1,250,686
Employee Stock \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase shares of common stock contribution percent	15.00%		15.00%
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%	0.00%	0.00%

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. For the three and six months ended June 30, 2024 and 2023, no income tax expense or benefit was recognized, due to a full valuation allowance recorded against its deferred tax assets.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Common Stock - Common Stock Reserved for Future Issuance (Details) - shares	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Stock options issued and outstanding (in shares)	17,545,835	14,676,335
Total shares of common stock reserved (in shares)	45,627,002	38,461,033
2021 Equity Incentive Plan
Class of Stock [Line Items]
Shares available for grant under equity plan (in shares)	23,449,238	20,279,560
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares available for grant under equity plan (in shares)	4,631,929	3,505,138

- 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

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+ Details

Common Stock - Narrative (Details) - shares	Jun. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock, shares issued (in shares)	125,406,748	125,068,601
Common stock, shares outstanding (in shares)	125,406,748	125,068,601

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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)	125,406,748	125,068,601
Common stock, shares outstanding (in shares)	125,406,748	125,068,601

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		124,865,485
Beginning 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)		5,907
Issuance of common stock upon exercise of vested stock options	7		7
Issuance of common stock under employee stock purchase plan (in shares)		59,507
Issuance of common stock under employee stock purchase plan	92		92
Stock-based compensation expense	5,958		5,958
Other comprehensive income (loss)	(535)			(535)
Net loss	(30,773)				(30,773)
Ending balance (in shares) at Jun. 30, 2023		124,930,899
Ending balance at Jun. 30, 2023	289,673	$ 12	461,387	(2,389)	(169,337)
Beginning balance (in shares) at Mar. 31, 2023		124,866,392
Beginning balance at Mar. 31, 2023	303,715	$ 12	458,191	(959)	(153,529)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested stock options (in shares)		5,000
Issuance of common stock upon exercise of vested stock options	6		6
Issuance of common stock under employee stock purchase plan (in shares)		59,507
Issuance of common stock under employee stock purchase plan	92		92
Stock-based compensation expense	3,098		3,098
Other comprehensive income (loss)	(1,430)			(1,430)
Net loss	(15,808)				(15,808)
Ending balance (in shares) at Jun. 30, 2023		124,930,899
Ending balance at Jun. 30, 2023	$ 289,673	$ 12	461,387	(2,389)	(169,337)
Beginning balance (in shares) at Dec. 31, 2023	125,068,601	125,068,601
Beginning balance at Dec. 31, 2023	$ 265,353	$ 13	467,834	(255)	(202,239)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested stock options (in shares)	214,252	214,252
Issuance of common stock upon exercise of vested stock options	$ 275		275
Issuance of common stock under employee stock purchase plan (in shares)		123,895
Issuance of common stock under employee stock purchase plan	289		289
Stock-based compensation expense	6,393		6,393
Other comprehensive income (loss)	(291)			(291)
Net loss	$ (36,740)				(36,740)
Ending balance (in shares) at Jun. 30, 2024	125,406,748	125,406,748
Ending balance at Jun. 30, 2024	$ 235,279	$ 13	474,791	(546)	(238,979)
Beginning balance (in shares) at Mar. 31, 2024		125,265,015
Beginning balance at Mar. 31, 2024	249,492	$ 13	471,193	(745)	(220,969)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested stock options (in shares)		17,838
Issuance of common stock upon exercise of vested stock options	30		30
Issuance of common stock under employee stock purchase plan (in shares)		123,895
Issuance of common stock under employee stock purchase plan	289		289
Stock-based compensation expense	3,279		3,279
Other comprehensive income (loss)	199			199
Net loss	$ (18,010)				(18,010)
Ending balance (in shares) at Jun. 30, 2024	125,406,748	125,406,748
Ending balance at Jun. 30, 2024	$ 235,279	$ 13	$ 474,791	$ (546)	$ (238,979)

Composition of Certain Condensed Consolidated Financial Statement Line Items

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Composition of Certain Condensed Consolidated Financial Statement Line Items

Property and Equipment, Net

Property and equipment consisted of the following:


(in thousands)	June 30, 2024		December 31, 2023
Laboratory equipment	$	6,474	$	6,337
Leasehold improvements	118		118
Computer hardware	335		222
Furniture, fixtures and office equipment	324		324
Prototype equipment	1,476		996
Construction in progress	1,601		904
	10,328		8,901
Less: Accumulated depreciation	(5,634)		(4,634)
Total	$	4,694	$	4,267

The Company recorded depreciation expense of $0.5 million and $1.0 million for the three and six months ended June 30, 2024, respectively, and $0.4 million and $0.8 million for the three and six months ended June 30, 2023, 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)	June 30, 2024		December 31, 2023
Employee compensation	$	2,071	$	2,590
Accrued research and development	342		731
Accrued professional and consulting fees	522		245
Other	304		379
Total	$	3,239	$	3,945

Cash, Cash Equivalents and Restricted Cash

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


(in thousands)	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	24,885	$	19,397
Restricted cash included in other long-term assets (Note 8)	1,002		1,002
Total	$	25,887	$	20,399

Other long-term assets consisted of $1.0 million of restricted cash and $0.2 million of deposits as of June 30, 2024 and December 31, 2023.

Basic and Diluted Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

The following tables set forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2024		2023		2024		2023
Numerator:
Net loss attributable to common stockholders	$	(18,010)	$	(15,808)	$	(36,740)	$	(30,773)
Denominator:

Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	125,317,650		124,603,181		125,226,552		124,601,762
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.14)	$	(0.13)	$	(0.29)	$	(0.25)

Schedule of Potential Shares of Common Stock Excluded from the Computation of Diluted Net Loss Per Share


	Three and Six Months Ended June 30,
	2024	2023
Options to purchase common stock	17,545,835	14,699,055
Employee stock purchase plan	139,861	78,003
Total potentially dilutive common share equivalents	17,685,696	14,777,058

Composition of Certain Condensed Consolidated Financial Statement Line Items - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 24,885	$ 19,397
Restricted cash included in other long-term assets	1,002	1,002
Total	$ 25,887	$ 20,399	$ 73,753	$ 115,477

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Open purchase commitment	$ 2.3
Purchase commitment, next 12 months	1.7
Cash paid for lease liabilities included in operating activities	3.5	$ 2.8
Letters of credit	$ 1.0

Commitment and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Purchase Commitments

Open purchase commitments are for the purchase of goods and services related to, but not limited to, research and development, facilities, and professional services under non-cancellable contracts. They were not recorded as liabilities on the condensed consolidated balance sheet as of June 30, 2024 as the Company had not yet received the related goods or services. As of June 30, 2024, the Company had open purchase commitments for goods and services of $2.3 million, of which $1.7 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. The Company may record accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions. The ability to make such estimates and judgments can be affected by various factors including, among other things, whether damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute; procedural or jurisdictional issues. Loss contingency accruals would be included in accrued and other liabilities and general and administrative expenses.

U.S. District Court Proceedings

On December 14, 2023, 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 US Patent No. 7,842,793 related to DNA origami structures, allegedly licensed from the California Institute of Technology through Somalogic’s purchase of Palamedrix, Inc.

On March 29, 2024, Somalogic filed a motion to dismiss the suit. On April 19, 2024, the Company filed a First Amended Complaint addressing issues raised in Somalogic’s motion to dismiss. On April 22, 2024, the Court issued an order dismissing Somalogic’s motion to dismiss as moot. On May 16, 2024, the Court granted the parties’ request for a temporary stay of the proceedings. 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 the Company’s 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.

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2024:


	Lease Obligations
(in thousands)
Six months ending December 31, 2024	$	2,931
2025	7,182
2026	6,874
2027	6,889
2028	5,816
2029 and thereafter	13,207
Total future minimum lease payments	42,899
Less: Imputed interest	(10,297)
Total operating lease liabilities	$	32,602

For the six months ended June 30, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities included in cash flows used in operating activities was $3.5 million and $2.8 million, respectively.

The Company has $1.0 million in cash-collateralized letters of credit with one financial institution in lieu of security deposits in connection with the San Carlos and San Diego lease agreements.

Indemnification Agreements

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.

Commitments and Contingencies

Purchase Commitments

Legal Proceedings

U.S. District Court Proceedings

Leases

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2024:


	Lease Obligations
(in thousands)
Six months ending December 31, 2024	$	2,931
2025	7,182
2026	6,874
2027	6,889
2028	5,816
2029 and thereafter	13,207
Total future minimum lease payments	42,899
Less: Imputed interest	(10,297)
Total operating lease liabilities	$	32,602

The Company has $1.0 million in cash-collateralized letters of credit with one financial institution in lieu of security deposits in connection with the San Carlos and San Diego lease agreements.

Indemnification Agreements

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

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment, Net

Property and equipment consisted of the following:


(in thousands)	June 30, 2024		December 31, 2023
Laboratory equipment	$	6,474	$	6,337
Leasehold improvements	118		118
Computer hardware	335		222
Furniture, fixtures and office equipment	324		324
Prototype equipment	1,476		996
Construction in progress	1,601		904
	10,328		8,901
Less: Accumulated depreciation	(5,634)		(4,634)
Total	$	4,694	$	4,267

Schedule of Accrued Expenses

Accrued expenses and other liabilities consisted of the following:


(in thousands)	June 30, 2024		December 31, 2023
Employee compensation	$	2,071	$	2,590
Accrued research and development	342		731
Accrued professional and consulting fees	522		245
Other	304		379
Total	$	3,239	$	3,945

Schedule of Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	June 30, 2024		December 31, 2023
Employee compensation	$	2,071	$	2,590
Accrued research and development	342		731
Accrued professional and consulting fees	522		245
Other	304		379
Total	$	3,239	$	3,945

Schedule of Cash and Cash Equivalents

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


(in thousands)	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	24,885	$	19,397
Restricted cash included in other long-term assets (Note 8)	1,002		1,002
Total	$	25,887	$	20,399

Schedule of Restricted Cash

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


(in thousands)	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	24,885	$	19,397
Restricted cash included in other long-term assets (Note 8)	1,002		1,002
Total	$	25,887	$	20,399

Composition of Certain Condensed Consolidated Financial Statement Line Items - Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 10,328		$ 10,328		$ 8,901
Less: Accumulated depreciation	(5,634)		(5,634)		(4,634)
Total	4,694		4,694		4,267
Depreciation	500	$ 400	1,028	$ 826
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,474		6,474		6,337
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	118		118		118
Computer hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	335		335		222
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	324		324		324
Prototype equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,476		1,476		996
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,601		$ 1,601		$ 904

Commitment and Contingencies - Future Principal Contractual Obligations for Operating Lease Commitments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Six months ending December 31, 2024	$ 2,931
2025	7,182
2026	6,874
2027	6,889
2028	5,816
2029 and thereafter	13,207
Total future minimum lease payments	42,899
Less: Imputed interest	(10,297)
Total operating lease liabilities	$ 32,602

Fair Value Measurements - Unrealized Losses and Fair Values of Available-for-Sale Securities in an Unrealized Loss Position (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	$ 241	$ 360
Securities in Unrealized Loss Position Greater than 12 months	340	357
Total	581	717
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	99,911	131,004
Securities in Unrealized Loss Position Greater than 12 months	113,306	55,934
Total	213,217	186,938
U.S. treasury securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	67	85
Securities in Unrealized Loss Position Greater than 12 months	62	162
Total	129	247
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	26,444	20,408
Securities in Unrealized Loss Position Greater than 12 months	22,754	30,230
Total	49,198	50,638
Commercial paper
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	11	9
Securities in Unrealized Loss Position Greater than 12 months	0	0
Total	11	9
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	20,447	18,644
Securities in Unrealized Loss Position Greater than 12 months	0	0
Total	20,447	18,644
Corporate debt securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	0	37
Securities in Unrealized Loss Position Greater than 12 months	24	0
Total	24	37
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	0	6,913
Securities in Unrealized Loss Position Greater than 12 months	4,959	0
Total	4,959	6,913
Agency securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	163	229
Securities in Unrealized Loss Position Greater than 12 months	254	195
Total	417	424
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	53,020	85,039
Securities in Unrealized Loss Position Greater than 12 months	85,593	25,704
Total	$ 138,613	$ 110,743

Description of Business and Basis of Presentation	6 Months Ended
Description of Business and Basis of Presentation	Jun. 30, 2024
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 condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods. The interim financial results are not necessarily indicative of the results for a full year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 on file with the SEC. The Company’s reporting currency is the U.S. dollar. Going Concern The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its technology, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of June 30, 2024, the Company had an accumulated deficit of $239.0 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 $167.4 million as of June 30, 2024. As of the date on which these condensed 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 condensed 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.

Composition of Certain Condensed Consolidated Financial Statement Line Items - Other Long-term Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash	$ 1.0	$ 1.0
Deposits	$ 0.2	$ 0.2

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (18,010)	$ (15,808)	$ (36,740)	$ (30,773)

- Definition

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

+ References

+ Details

Equity Incentive Plans and Stock-based Compensation - Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024
Number of Stock Option Awards
Outstanding beginning balance (in shares)	14,676,335
Granted (in shares)	3,423,900
Exercised (in shares)	(214,252)
Forfeited (in shares)	(340,148)
Outstanding ending balance (in shares)	17,545,835
Options vested and expected to vest (in shares)	17,545,835
Vested and exercisable (in shares)	9,482,993
Weighted Average Exercise Price
Outstanding beginning balance (in dollars per share)	$ 3.63
Granted (in dollars per share)	2.65
Exercised (in dollars per share)	1.28
Forfeited (in dollars per share)	3.40
Outstanding ending balance (in dollars per share)	3.47
Options vested and expected to vest (in dollars per share)	3.47
Vested and exercisable (in dollars per share)	$ 3.83
Options outstanding, weighted average remaining contractual life	7 years 9 months 18 days
Vested and exercisable, weighted average remaining contractual life	6 years 10 months 24 days
Options outstanding, aggregate intrinsic value	$ 6,304
Vested and exercisable, aggregate intrinsic value	$ 5,446

Fair Value Measurements - Assets Carried at Fair Value and Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	$ 233,272	$ 264,157
Gains	35	462
Losses	(581)	(717)
Fair Value	232,726	263,902
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	24,702	19,234
Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	142,558	154,021
Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	65,466	90,647
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	58,384	74,705
Gains	17	104
Losses	(129)	(247)
Fair Value	58,272	74,562
Level 1 \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	4,256	590
Level 1 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	35,458	50,638
Level 1 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	18,558	23,334
Level 1 \| Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	1,260	590
Gains	0	0
Losses	0	0
Fair Value	1,260	590
Level 1 \| Mutual funds \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,260	590
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	57,124	74,115
Gains	17	104
Losses	(129)	(247)
Fair Value	57,012	73,972
Level 1 \| U.S. treasury securities \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	2,996	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	35,458	50,638
Level 1 \| U.S. treasury securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	18,558	23,334
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	174,888	189,452
Gains	18	358
Losses	(452)	(470)
Fair Value	174,454	189,340
Level 2 \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	20,446	18,644
Level 2 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	107,100	103,383
Level 2 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	46,908	67,313
Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	20,457	18,653
Gains	0	0
Losses	(11)	(9)
Fair Value	20,446	18,644
Level 2 \| Commercial paper \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	20,446	18,644
Level 2 \| Commercial paper \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
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	4,984	6,950
Gains	0	0
Losses	(24)	(37)
Fair Value	4,960	6,913
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	4,960	6,913
Level 2 \| Corporate debt securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 2 \| Agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	149,447	163,849
Gains	18	358
Losses	(417)	(424)
Fair Value	149,048	163,783
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	102,140	96,470
Level 2 \| Agency securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 46,908	$ 67,313

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
Research and development	$ 12,436	$ 11,912	$ 25,366	$ 22,789
General and administrative	8,353	7,104	17,030	14,287
Total operating expenses	20,789	19,016	42,396	37,076
Other income (expense)
Interest income	2,798	3,222	5,675	6,320
Other expense	(19)	(14)	(19)	(17)
Total other income	2,779	3,208	5,656	6,303
Net loss	$ (18,010)	$ (15,808)	$ (36,740)	$ (30,773)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.14)	$ (0.13)	$ (0.29)	$ (0.25)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.14)	$ (0.13)	$ (0.29)	$ (0.25)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	125,317,650	124,603,181	125,226,552	124,601,762
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	125,317,650	124,603,181	125,226,552	124,601,762

Basic and Diluted Net Loss per Share - Potential Shares of Common Stock Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	17,685,696	14,777,058	17,685,696	14,777,058
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	17,545,835	14,699,055	17,545,835	14,699,055
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	139,861	78,003	139,861	78,003