0001808805-25-000042 | 10-Q | XBRL Viewer | Nautilus Biotechnology INC

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Equity Incentive Plans and Stock-based Compensation - Schedule of Option Award Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($) $ / shares shares
Number of Stock Option Awards
Outstanding, beginning balance (in shares) \| shares	16,634,775
Granted (in shares) \| shares	1,896,000
Exercised (in shares) \| shares	(42,293)
Forfeited (in shares) \| shares	(370,312)
Outstanding, ending balance (in shares) \| shares	18,118,170
Options vested and expected to vest (in shares) \| shares	18,118,170
Vested and exercisable (in shares) \| shares	11,173,438
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 3.57
Granted (in dollars per share) \| $ / shares	1.23
Exercised (in dollars per share) \| $ / shares	0.43
Forfeited (in dollars per share) \| $ / shares	3.17
Outstanding, ending balance (in dollars per share) \| $ / shares	3.34
Options vested and expected to vest (in dollars per share) \| $ / shares	3.34
Vested and exercisable (in dollars per share) \| $ / shares	$ 3.95
Options outstanding, weighted average remaining contractual life	7 years 6 months
Vested and exercisable, weighted average remaining contractual life	6 years 7 months 6 days
Options outstanding, aggregate intrinsic value \| $	$ 408
Vested and exercisable, aggregate intrinsic value \| $	$ 408

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
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

Commitments and Contingencies

3 Months Ended

Mar. 31, 2025

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 March 31, 2025 as the Company had not yet received the related goods or services. As of March 31, 2025, the Company had open purchase commitments for goods and services of $2.1 million, of which $1.8 million are expected to be received through the next 12 months.

Legal Proceedings

From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. 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, we filed suit in the United States District Court for the Northern District of California (the “Court”) against Somalogic, Inc. (Somalogic) which recently merged with and is now part of “Standard Biotools, Inc.,” and the California Institute of Technology. This suit sought declaratory judgment that Nautilus does not infringe any claims of US Patent No. 7,842,793 related to DNA origami structures (the ‘793 Patent), which Somalogic had allegedly licensed from the California Institute of Technology through its purchase of Palamedrix, Inc. On November 19, 2024, the Company, Standard Biotools, Inc., and the California Institute of Technology agreed to dismiss the suit and settle any and all disputes and/or claims related to the suit.

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 March 31, 2025:


	Lease Obligations
(in thousands)
Nine months ending December 31, 2025	$	4,804
2026	6,874
2027	6,889
2028	5,816
2029	4,539
2030 and thereafter	8,668
Total future minimum lease payments	37,590
Less: Imputed interest	(8,249)
Total operating lease liabilities	$	29,341

For the three months ended March 31, 2025 and 2024, cash paid for amounts included in the measurement of operating lease liabilities included in cash flows used in operating activities was $1.8 million and $1.7 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.

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2025
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, 2024 on file with the SEC. The Company’s reporting currency is the U.S. dollar.
Consolidation	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, 2024 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, 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 12 months 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 months ended March 31, 2025 and 2024, 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 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The ASU is effective for the Company for the fiscal year ending December 31, 2027 and for interim periods beginning after December 31, 2027. The Company is in the process of evaluating the impact of the adoption of this 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, and is not expected to have a material impact on its annual consolidated financial statements and related disclosures.

Composition of Certain Condensed Consolidated Financial Statement Line Items - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 465	$ 516
Restricted cash	1,000		$ 1,000
Deposits	$ 200		$ 200

Equity Incentive Plans and Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - Employee Stock Option - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,168	$ 3,114
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	768	1,096
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,400	$ 2,018

- 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

Basic and Diluted Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Computation 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 months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2025		2024
Numerator:
Net loss attributable to common stockholders	$	(16,613)	$	(18,730)
Denominator:

Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	126,144,240		125,135,451
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.13)	$	(0.15)

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

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


	Three Months Ended March 31,
	2025	2024
Options to purchase common stock	18,118,170	16,304,969
Employee stock purchase plan	145,879	133,978
Total potentially dilutive common share equivalents	18,264,049	16,438,947

Composition of Certain Condensed Consolidated Financial Statement Line Items

3 Months Ended

Mar. 31, 2025

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)	March 31, 2025		December 31, 2024
Laboratory equipment	$	6,497	$	6,469
Leasehold improvements	118		118
Computer hardware	512		484
Furniture, fixtures and office equipment	324		324
Prototype equipment	2,140		2,029
Construction in progress	1,199		1,186
	10,790		10,610
Less: Accumulated depreciation	(7,000)		(6,534)
Total	$	3,790	$	4,076

The Company recorded depreciation expense of $0.5 million and $0.5 million for the three months ended March 31, 2025 and 2024, 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)	March 31, 2025		December 31, 2024
Employee compensation	$	2,250	$	1,343
Accrued professional and consulting fees	305		219
Accrued research and development	273		468
Other	245		518
Total	$	3,073	$	2,548

Cash, Cash Equivalents and Restricted Cash

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


(in thousands)	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	33,238	$	27,646
Restricted cash included in other long-term assets (Note 8)	1,002		1,002
Total	$	34,240	$	28,648

Other long-term assets consisted of $1.0 million of restricted cash and $0.2 million of deposits as of March 31, 2025 and December 31, 2024.

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Open purchase commitment	$ 2.1
Open purchase commitment to be received through next 12 months	1.8
Cash paid for lease liabilities included in operating activities	1.8	$ 1.7
Cash-collateralized letters of credit	$ 1.0

Composition of Certain Condensed Consolidated Financial Statement Line Items - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Employee compensation	$ 2,250	$ 1,343
Accrued professional and consulting fees	305	219
Accrued research and development	273	468
Other	245	518
Total	$ 3,073	$ 2,548

Fair Value Measurements - Narrative (Details) - USD ($)	3 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Fair Value Disclosures [Abstract]
Unrealized loss positions	$ 0
Credit losses on investments	0	$ 0
Allowance for credit losses	$ 0		$ 0

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2025	Apr. 24, 2025
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
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		126,148,469
Entity Central Index Key	0001808805
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1

Common Stock - Narrative (Details) - shares	Mar. 31, 2025	Dec. 31, 2024
Equity [Abstract]
Common stock, shares issued (in shares)	126,148,469	126,106,176
Common stock, shares outstanding (in shares)	126,148,469	126,106,176

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2025
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, 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 12 months 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 months ended March 31, 2025 and 2024, 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 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The ASU is effective for the Company for the fiscal year ending December 31, 2027 and for interim periods beginning after December 31, 2027. The Company is in the process of evaluating the impact of the adoption of this 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, and is not expected to have a material impact on its annual consolidated financial statements and related disclosures.

Commitments and Contingencies - Schedule of Future Principal Contractual Obligations for Operating Lease Commitments (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Nine months ending December 31, 2025	$ 4,804
2026	6,874
2027	6,889
2028	5,816
2029	4,539
2030 and thereafter	8,668
Total future minimum lease payments	37,590
Less: Imputed interest	(8,249)
Total operating lease liabilities	$ 29,341

Significant Accounting Policies (Details)	3 Months Ended
Significant Accounting Policies (Details)	Mar. 31, 2025 segment
Accounting Policies [Abstract]
Number of operating segments	1
Number of reportable segments	1

Composition of Certain Condensed Consolidated Financial Statement Line Items - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 33,238	$ 27,646
Restricted cash included in other long-term assets	1,002	1,002
Total	$ 34,240	$ 28,648	$ 26,731	$ 20,399

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2025	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 0	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (ee)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Subparagraph (SAB Topic 6.I.7)
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 22
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Fair Value Measurements - Schedule of Assets Carried at Fair Value and Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	$ 192,436	$ 206,040
Gross Unrealized Gains	325	351
Gross Unrealized Losses	(136)	(294)
Fair Value	192,625	206,097
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	33,030	27,445
Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	105,572	102,247
Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	54,023	76,405
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	65,167	69,050
Gross Unrealized Gains	161	138
Gross Unrealized Losses	(46)	(111)
Fair Value	65,282	69,077
Level 1 \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	463	521
Level 1 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	31,828	25,836
Level 1 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	32,991	42,720
Level 1 \| Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	463	521
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	463	521
Level 1 \| Mutual funds \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	463	521
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	64,704	68,529
Gross Unrealized Gains	161	138
Gross Unrealized Losses	(46)	(111)
Fair Value	64,819	68,556
Level 1 \| U.S. treasury securities \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 1 \| U.S. treasury securities \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	31,828	25,836
Level 1 \| U.S. treasury securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	32,991	42,720
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	127,269	136,990
Gross Unrealized Gains	164	213
Gross Unrealized Losses	(90)	(183)
Fair Value	127,343	137,020
Level 2 \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	32,567	26,924
Level 2 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	73,744	76,411
Level 2 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	21,032	33,685
Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	38,472	30,881
Gross Unrealized Gains	0	3
Gross Unrealized Losses	(12)	(6)
Fair Value	38,460	30,878
Level 2 \| Commercial paper \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	32,567	26,924
Level 2 \| Commercial paper \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	5,893	3,954
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 \| Agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	88,797	106,109
Gross Unrealized Gains	164	210
Gross Unrealized Losses	(78)	(177)
Fair Value	88,883	106,142
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	67,851	72,457
Level 2 \| Agency securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 21,032	$ 33,685

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2025	Dec. 31, 2024
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)	126,148,469	126,106,176
Common stock, shares outstanding (in shares)	126,148,469	126,106,176

Common Stock

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Common Stock

There were 126,148,469 shares issued and outstanding as of March 31, 2025.

Common Stock Reserved for Future Issuance

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


	March 31, 2025	December 31, 2024
Shares available for grant under 2021 Equity Incentive Plan	28,564,059	23,784,439
Stock options issued and outstanding	18,118,170	16,634,775
Shares available for grant under 2021 Employee Stock Purchase Plan	5,769,421	4,508,360
Total shares of common stock reserved	52,451,650	44,927,574

- Definition

The entire disclosure for equity.

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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

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

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

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

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Basic and Diluted Net Loss per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Numerator:
Net loss attributable to common stockholders, basic	$ (16,613)	$ (18,730)
Net loss attributable to common stockholders, diluted	$ (16,613)	$ (18,730)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	126,144,240	125,135,451
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	126,144,240	125,135,451
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.13)	$ (0.15)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.13)	$ (0.15)

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
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-Section S99
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-SubTopic 10
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ 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

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

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment, Net

Property and equipment consisted of the following:


(in thousands)	March 31, 2025		December 31, 2024
Laboratory equipment	$	6,497	$	6,469
Leasehold improvements	118		118
Computer hardware	512		484
Furniture, fixtures and office equipment	324		324
Prototype equipment	2,140		2,029
Construction in progress	1,199		1,186
	10,790		10,610
Less: Accumulated depreciation	(7,000)		(6,534)
Total	$	3,790	$	4,076

Schedule of Accrued Expenses

Accrued expenses and other liabilities consisted of the following:


(in thousands)	March 31, 2025		December 31, 2024
Employee compensation	$	2,250	$	1,343
Accrued professional and consulting fees	305		219
Accrued research and development	273		468
Other	245		518
Total	$	3,073	$	2,548

Schedule of Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	March 31, 2025		December 31, 2024
Employee compensation	$	2,250	$	1,343
Accrued professional and consulting fees	305		219
Accrued research and development	273		468
Other	245		518
Total	$	3,073	$	2,548

Schedule of Cash and Cash Equivalents

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


(in thousands)	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	33,238	$	27,646
Restricted cash included in other long-term assets (Note 8)	1,002		1,002
Total	$	34,240	$	28,648

Schedule of Restricted Cash

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


(in thousands)	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	33,238	$	27,646
Restricted cash included in other long-term assets (Note 8)	1,002		1,002
Total	$	34,240	$	28,648

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Statement of Comprehensive Income [Abstract]
Net loss	$ (16,613)	$ (18,730)
Other comprehensive income (loss):
Unrealized gain (loss) on securities available-for-sale	132	(490)
Total other comprehensive income (loss)	132	(490)
Comprehensive loss	$ (16,481)	$ (19,220)

- 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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-Topic 946
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-Name Accounting Standards Codification
-Section 45
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Equity Incentive Plans and Stock-based Compensation - Schedule of Significant Assumptions (Details) - Options	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years	6 years
Expected volatility, minimum	101.90%	99.70%
Expected volatility, maximum	102.10%	100.10%
Expected dividend rate	0.00%	0.00%
Risk free interest rate, minimum	3.97%	4.01%
Risk free interest rate, maximum	4.03%	4.22%

- 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

+ Details

Equity Incentive Plans and Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Significant Assumptions

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


	Three Months Ended March 31,
	2025		2024
Expected term (in years)	6.0		6.0
Expected volatility	101.9% - 102.1%		99.7% - 100.1%
Expected dividend rate	0.0	%	0.0	%
Risk free interest rate	3.97% - 4.03%		4.01% - 4.22%

Schedule of Option Award Activity

The following table summarizes option award activity during the three months ended March 31, 2025:


	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, 2024	16,634,775	$	3.57
Granted	1,896,000	$	1.23
Exercised	(42,293)	$	0.43
Forfeited	(370,312)	$	3.17
Outstanding as of March 31, 2025	18,118,170	$	3.34	7.5	$	408
Options vested and expected to vest as of March 31, 2025	18,118,170	$	3.34
Vested and exercisable at March 31, 2025	11,173,438	$	3.95	6.6	$	408

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 March 31,
(in thousands)	2025		2024
Research and development	$	768	$	1,096
General and administrative	1,400		2,018
Total stock-based compensation expense	$	2,168	$	3,114

Fair Value Measurements

3 Months Ended

Mar. 31, 2025

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 March 31, 2025 and December 31, 2024:


(in thousands)			Gross Unrealized						Reported as:
March 31, 2025	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	463	$	—	$	—	$	463	$	463	$	—	$	—
U.S. treasury securities	64,704		161		(46)		64,819		—		31,828		32,991
Total Level 1	65,167		161		(46)		65,282		463		31,828		32,991
Level 2
Commercial paper	38,472		—		(12)		38,460		32,567		5,893		—

Agency securities	88,797		164		(78)		88,883		—		67,851		21,032
Total Level 2	127,269		164		(90)		127,343		32,567		73,744		21,032
Total Level 1 and Level 2	$	192,436	$	325	$	(136)	$	192,625	$	33,030	$	105,572	$	54,023


(in thousands)			Gross Unrealized						Reported as:
December 31, 2024	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	521	$	—	$	—	$	521	$	521	$	—	$	—
U.S. treasury securities	68,529		138		(111)		68,556		—		25,836		42,720
Total Level 1	69,050		138		(111)		69,077		521		25,836		42,720
Level 2
Commercial paper	30,881		3		(6)		30,878		26,924		3,954		—

Agency securities	106,109		210		(177)		106,142		—		72,457		33,685
Total Level 2	136,990		213		(183)		137,020		26,924		76,411		33,685
Total Level 1 and Level 2	$	206,040	$	351	$	(294)	$	206,097	$	27,445	$	102,247	$	76,405

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.

There were no continuous unrealized loss positions in excess of twelve months as of March 31, 2025.

The Company reviewed its investment portfolio based on the underlying risk profile of the securities and have 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 months

ended March 31, 2025 and 2024, and had no allowance for credit losses as of March 31, 2025 and December 31, 2024.

- 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

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+ Details

Segment Information (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Significant Segment Expenses

The Company identified the following significant segment expenses for its single reportable segment:


	Three Months Ended March 31,
(in thousands)	2025		2024
Significant segment expenses:
Payroll-related expenses	$	9,022	$	8,954
Professional services and laboratory expenses	3,189		5,196
Stock-based compensation expense	2,168		3,114
Facilities expenses	3,013		2,762
Other segment items (1)	1,452		1,581
Total operating expenses	$	18,844	$	21,607


Footnotes:
(1)			Other segment items for the Company’s single reportable segment include travel and entertainment, insurance, tax, expensed computer hardware and software, depreciation, and other miscellaneous expenses.

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule 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 March 31, 2025:


	Lease Obligations
(in thousands)
Nine months ending December 31, 2025	$	4,804
2026	6,874
2027	6,889
2028	5,816
2029	4,539
2030 and thereafter	8,668
Total future minimum lease payments	37,590
Less: Imputed interest	(8,249)
Total operating lease liabilities	$	29,341

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2025
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 months ended March 31, 2025 and 2024, 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

Equity Incentive Plans and Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Jan. 01, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 12.3
Unrecognized compensation expense, period for recognition (in years)	2 years 6 months
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	28,564,059			23,784,439
Additional shares authorized (in shares)	18,672,200
Percentage of outstanding stock maximum	5.00%
Increase in shares available for grant (in shares)			6,305,308
Award expiration period (in years)	10 years
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	5,769,421			4,508,360
Offering purchase period (in months)	6 months
Additional shares authorized (in shares)	3,734,500
Percentage of outstanding stock maximum	1.00%
Increase in shares available for grant (in shares)			1,261,061
Employee Stock Purchase Plan \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, maximum employee subscription rate (as percent)	15.00%
Purchase price of common stock (as percent)	85.00%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate (as percent)	0.00%	0.00%

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2023		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)		196,414
Issuance of common stock upon exercise of vested stock options	245		245
Stock-based compensation expense	3,114		3,114
Other comprehensive income (loss)	(490)			(490)
Net loss	(18,730)				(18,730)
Ending balance (in shares) at Mar. 31, 2024		125,265,015
Ending balance at Mar. 31, 2024	$ 249,492	$ 13	471,193	(745)	(220,969)
Beginning balance (in shares) at Dec. 31, 2024	126,106,176	126,106,176
Beginning balance at Dec. 31, 2024	$ 208,730	$ 13	481,679	57	(273,019)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested stock options (in shares)	42,293	42,293
Issuance of common stock upon exercise of vested stock options	$ 18		18
Stock-based compensation expense	2,168		2,168
Other comprehensive income (loss)	132			132
Net loss	$ (16,613)				(16,613)
Ending balance (in shares) at Mar. 31, 2025	126,148,469	126,148,469
Ending balance at Mar. 31, 2025	$ 194,435	$ 13	$ 483,865	$ 189	$ (289,632)

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net loss	$ (16,613)	$ (18,730)

- Definition

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

+ References

+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 33,238	$ 27,646
Short-term investments	105,572	102,247
Prepaid expenses and other current assets	2,791	2,933
Total current assets	141,601	132,826
Property and equipment, net	3,790	4,076
Operating lease right-of-use assets	27,096	28,256
Long-term investments	54,023	76,405
Other long-term assets	1,180	1,180
Total assets	227,690	242,743
Current liabilities:
Accounts payable	841	987
Accrued expenses and other liabilities	3,073	2,548
Current portion of operating lease liabilities	4,242	4,097
Total current liabilities	8,156	7,632
Operating lease liabilities, net of current portion	25,099	26,381
Total liabilities	33,255	34,013
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.0001 par value, 200,000,000 authorized as of March 31, 2025 and December 31, 2024; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024	0	0
Common stock, $0.0001 par value, 1,000,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 126,148,469 and 126,106,176 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	13	13
Additional paid-in capital	483,865	481,679
Accumulated other comprehensive income	189	57
Accumulated deficit	(289,632)	(273,019)
Total stockholders’ equity	194,435	208,730
Total liabilities and stockholders' equity	$ 227,690	$ 242,743

Composition of Certain Condensed Consolidated Financial Statement Line Items - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 10,790	$ 10,610
Less: Accumulated depreciation	(7,000)	(6,534)
Total	3,790	4,076
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,497	6,469
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	118	118
Computer hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	512	484
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	324	324
Prototype equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,140	2,029
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,199	$ 1,186

Segment Information - Narrative (Details)	3 Months Ended
Segment Information - Narrative (Details)	Mar. 31, 2025 segment
Segment Reporting [Abstract]
Number of reportable segments	1

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash flows from operating activities
Net loss	$ (16,613)	$ (18,730)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	2,168	3,114
Amortization of operating lease right-of-use assets	1,160	1,075
Depreciation	465	516
Amortization (accretion) of premium (discount) on securities, net	(541)	(751)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	167	(309)
Accounts payable	(131)	94
Accrued expenses and other liabilities	525	(268)
Operating lease liabilities	(1,137)	(1,007)
Net cash used in operating activities	(13,937)	(16,266)
Cash flows from investing activities
Proceeds from maturities of securities	26,630	23,000
Purchases of securities	(6,900)	0
Purchases of property and equipment	(219)	(647)
Net cash provided by investing activities	19,511	22,353
Cash flows from financing activities
Proceeds from exercise of stock options	18	245
Net cash provided by financing activities	18	245
Net increase in cash, cash equivalents and restricted cash	5,592	6,332
Cash, cash equivalents and restricted cash at beginning of period	28,648	20,399
Cash, cash equivalents and restricted cash at end of period	34,240	26,731
Supplementary cash flow information on non-cash activities:
Acquisitions of property and equipment included in accounts payable	$ 59	$ 275

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Mar. 31, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Stock options issued and outstanding (in shares)	18,118,170	16,634,775
Total shares of common stock reserved (in shares)	52,451,650	44,927,574
2021 Equity Incentive Plan
Class of Stock [Line Items]
Shares available for grant (in shares)	28,564,059	23,784,439
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares available for grant (in shares)	5,769,421	4,508,360

- 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

Description of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	Jun. 09, 2021	Jun. 30, 2021	Mar. 31, 2025	Dec. 31, 2024
Subsidiary, Sale of Stock [Line Items]
Retained earnings (accumulated deficit)			$ (289,632)	$ (273,019)
Proceeds from sale of stock and reverse recapitalization transaction		$ 345,500
Payments of transaction costs		$ 18,200
Cash, cash equivalents, and short-term investments			$ 138,800
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
Aggregate gross proceeds	$ 200,000

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Segment Information

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Segment Information

The Company’s Chief Executive Officer is its CODM. The Company’s CODM uses consolidated net loss in assessing operating decisions, allocating resources and evaluating financial performance. Consolidated net loss is used to monitor budget versus actual results. The Company identified the following significant segment expenses for its single reportable segment:


	Three Months Ended March 31,
(in thousands)	2025		2024
Significant segment expenses:
Payroll-related expenses	$	9,022	$	8,954
Professional services and laboratory expenses	3,189		5,196
Stock-based compensation expense	2,168		3,114
Facilities expenses	3,013		2,762
Other segment items (1)	1,452		1,581
Total operating expenses	$	18,844	$	21,607


Footnotes:
(1)			Other segment items for the Company’s single reportable segment include travel and entertainment, insurance, tax, expensed computer hardware and software, depreciation, and other miscellaneous expenses.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Basic and Diluted Net Loss per Share

3 Months Ended

Mar. 31, 2025

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 months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2025		2024
Numerator:
Net loss attributable to common stockholders	$	(16,613)	$	(18,730)
Denominator:

Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	126,144,240		125,135,451
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.13)	$	(0.15)


	Three Months Ended March 31,
	2025	2024
Options to purchase common stock	18,118,170	16,304,969
Employee stock purchase plan	145,879	133,978
Total potentially dilutive common share equivalents	18,264,049	16,438,947

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Operating expenses
Research and development	$ 11,536	$ 12,930
General and administrative	7,308	8,677
Total operating expenses	18,844	21,607
Other income
Interest income	2,231	2,877
Total other income	2,231	2,877
Net loss	$ (16,613)	$ (18,730)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.13)	$ (0.15)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.13)	$ (0.15)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	126,144,240	125,135,451
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	126,144,240	125,135,451

Basic and Diluted Net Loss per Share - Schedule of Potential Shares of Common Stock Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents (in shares)	18,264,049	16,438,947
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents (in shares)	18,118,170	16,304,969
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents (in shares)	145,879	133,978

Description of Business and Basis of Presentation	3 Months Ended
Description of Business and Basis of Presentation	Mar. 31, 2025
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, 2024 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 March 31, 2025, the Company had an accumulated deficit of $289.6 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock and common stock. In June 2021, the Company received gross proceeds of approximately $345.5 million from PIPE Investors and the Business Combination offset by approximately $18.2 million of transaction costs and underwriters’ fees relating to the closing of the Business Combination. The Company had cash, cash equivalents, and short-term investments of $138.8 million as of March 31, 2025. 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.

Common Stock (Tables)

3 Months Ended

Mar. 31, 2025

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:


	March 31, 2025	December 31, 2024
Shares available for grant under 2021 Equity Incentive Plan	28,564,059	23,784,439
Stock options issued and outstanding	18,118,170	16,634,775
Shares available for grant under 2021 Employee Stock Purchase Plan	5,769,421	4,508,360
Total shares of common stock reserved	52,451,650	44,927,574

Equity Incentive Plans and Stock-based Compensation

3 Months Ended

Mar. 31, 2025

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 March 31, 2025, 28,564,059 and 5,769,421 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, 2025, the number of shares available under the 2021 ESPP increased by 1,261,061 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, 2025, the number of shares available under the 2021 Plan increased by 6,305,308 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 March 31,
	2025		2024
Expected term (in years)	6.0		6.0
Expected volatility	101.9% - 102.1%		99.7% - 100.1%
Expected dividend rate	0.0	%	0.0	%
Risk free interest rate	3.97% - 4.03%		4.01% - 4.22%

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 three months ended March 31, 2025:


	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, 2024	16,634,775	$	3.57
Granted	1,896,000	$	1.23
Exercised	(42,293)	$	0.43
Forfeited	(370,312)	$	3.17
Outstanding as of March 31, 2025	18,118,170	$	3.34	7.5	$	408
Options vested and expected to vest as of March 31, 2025	18,118,170	$	3.34
Vested and exercisable at March 31, 2025	11,173,438	$	3.95	6.6	$	408

As of March 31, 2025, there was $12.3 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.5 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 March 31,
(in thousands)	2025		2024
Research and development	$	768	$	1,096
General and administrative	1,400		2,018
Total stock-based compensation expense	$	2,168	$	3,114

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2025

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 March 31, 2025 and December 31, 2024:


(in thousands)			Gross Unrealized						Reported as:
March 31, 2025	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	463	$	—	$	—	$	463	$	463	$	—	$	—
U.S. treasury securities	64,704		161		(46)		64,819		—		31,828		32,991
Total Level 1	65,167		161		(46)		65,282		463		31,828		32,991
Level 2
Commercial paper	38,472		—		(12)		38,460		32,567		5,893		—

Agency securities	88,797		164		(78)		88,883		—		67,851		21,032
Total Level 2	127,269		164		(90)		127,343		32,567		73,744		21,032
Total Level 1 and Level 2	$	192,436	$	325	$	(136)	$	192,625	$	33,030	$	105,572	$	54,023


(in thousands)			Gross Unrealized						Reported as:
December 31, 2024	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	521	$	—	$	—	$	521	$	521	$	—	$	—
U.S. treasury securities	68,529		138		(111)		68,556		—		25,836		42,720
Total Level 1	69,050		138		(111)		69,077		521		25,836		42,720
Level 2
Commercial paper	30,881		3		(6)		30,878		26,924		3,954		—

Agency securities	106,109		210		(177)		106,142		—		72,457		33,685
Total Level 2	136,990		213		(183)		137,020		26,924		76,411		33,685
Total Level 1 and Level 2	$	206,040	$	351	$	(294)	$	206,097	$	27,445	$	102,247	$	76,405

Segment Information - Schedule of Significant Segment Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Significant segment expenses:
Total operating expenses	$ 18,844	$ 21,607
Reportable Segment
Significant segment expenses:
Payroll-related expenses	9,022	8,954
Professional services and laboratory expenses	3,189	5,196
Stock-based compensation expense	2,168	3,114
Facilities expenses	3,013	2,762
Other segment items	1,452	1,581
Total operating expenses	$ 18,844	$ 21,607